CHICAGO, March 16 /PRNewswire/ -- Banyan Strategic Realty Trust
(Nasdaq: BSRTS) announced today that summary judgment has been entered in
Banyan's favor against Banyan's suspended president Leonard G. Levine in a
shareholder derivative action filed by Levine on January 19, 2001.
In the lawsuit, Levine sought an injunction to prevent Banyan's trustees
from concluding the sale of substantially all of Banyan's assets to Denholtz
Management Corporation for $226 million, until such time as Banyan's
shareholders could approve the transaction. The sale is scheduled to close on
April 30, 2001, subject to the right of the purchaser to terminate on or
before March 30, 2001 for due diligence reasons. Banyan contended that the
trustees were specifically authorized by its Declaration of Trust to sell the
assets in accordance with a Plan of Liquidation adopted by Banyan on January
5, 2001 and that such authority was absolute and did not require shareholder
consent or approval.
Noting in its Memorandum Opinion and Order that: "Levine himself has
represented to the trustees on three occasions . . . that a sale of all of the
Trust's assets pursuant to a plan of liquidation does not require shareholder
approval," the Court ruled in favor of Banyan, stating: "To read the two
clauses [relied upon by Levine] in Section 7.7 [of the declaration] as
requiring shareholder approval in liquidation situations makes no sense
because liquidation involves termination and winding up of the business'
affairs."
Upon learning of the January 19, 2001 filing of the lawsuit, the trustees'
attorneys, on January 29, 2001, removed the case from the jurisdiction of the
Circuit Court of Cook County, Illinois, and transferred the case to the United
States District Court for the Northern District of Illinois. On February 1,
2001, Banyan intervened in the case as an additional defendant. Banyan and
the trustees then filed a motion for summary judgment on February 9, 2001 and
asked the Court to impose an expedited briefing and ruling schedule in view of
the scheduled closing of the Denholtz transaction. Levine's attorneys filed a
cross-motion for summary judgment on February 20, 2001 and the entire matter
was fully briefed and submitted to Judge Ronald Guzman on March 2, 2001. His
ruling was issued on March 14, 2001, and Banyan learned of his decision today.
Commenting upon the result, Robert G. Higgins, Banyan's General Counsel,
said: "We are extremely pleased and gratified by the entry of summary
judgment in our favor. The speed and efficiency with which this critical case
was handled is a tribute to a responsive judicial system and the tireless work
and legal expertise of our attorneys Schiff, Hardin & Waite and the trustees'
attorneys Goldberg, Kohn, Bell, Black, Rosenbloom & Moritz, Ltd. We are
especially thankful to Judge Ronald Guzman who realized from the outset the
importance of both the timing and the issues in this case and altered his
customary schedule in order to act decisively and quickly."
Banyan Strategic Realty Trust is an equity Real Estate Investment Trust
(REIT) that owns primarily office and flex/industrial properties. The
properties are located in certain major metropolitan areas of the Midwest and
Southeastern United States, including Atlanta, Georgia and Chicago, Illinois,
and smaller markets such as Huntsville, Alabama; Louisville, Kentucky;
Memphis, Tennessee; and Orlando, Florida. The Trust's current portfolio
consists of 27 properties totaling 3.5 million rentable square feet. As of
this date the Trust has 14,291,940 shares of beneficial interest outstanding.
Except for the historical information contained herein, certain matters
discussed in this release are forward-looking statements, the achievement of
which involve risks and uncertainties such as the closing of the Denholtz
transaction and other risks and uncertainties that are detailed from time to
time in our reports filed with the Securities and Exchange Commission,
including the report on Form 10-K for the year ended December 31, 2000, filed
with the Securities and Exchange Commission on March 9, 2001. Without
limitation the foregoing, words such as "anticipates", "expects", "intends",
"plans", and similar expressions are intended to identify forward-looking
statements.
See Banyan's Website at http://www.banyanreit.com .
For further information regarding Banyan free of charge via fax, dial
1-800-PRO-INFO and enter BSRTS.
SOURCE Banyan Strategic Realty Trust
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Related links:
http://www.banyanreit.com
CONTACT:
Robert G. Higgins, Vice President, General
Counsel, 312-683-5539, or bhiggins@banyanreit.com , Investor
Relations, L.G. Schafran, Chairman and Interim CEO-President,
312-683-5525, or ir@banyanreit.com , both of Banyan Strategic
Realty Trust
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